Mail Stop 7010


September 30, 2005


Via U.S. mail and facsimile

Curtis S. Shaw, Esq.
Executive Vice President
General Counsel (Americas) and Corporate Secretary
Celanese Corporation
1601 West LBJ Freeway
Dallas, TX 75234-6034

Re:	Celanese Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 26, 2005
File No. 333-127902

Dear Mr. Shaw:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Risks Related to Our Business, page 21
We are an international company and are exposed to general
economic,
political and regulatory conditions. . ., page 21

1. Please revise the paragraph on page 21 that begins "From time
to
time" to put a period after "United Nations" in the first
sentence;
to immediately begin a new second sentence with "These countries
include Iran, Sudan and Syria, three countries currently
identified
by the U.S. State Department as terrorist-sponsoring states, and
other countries that previously have been identified by the State
Department as terrorist-sponsoring states, or sales to such
countries
have been regulated..."; or make other revisions to the paragraph
as
appropriate to make clear that Iran, Sudan and Syria currently are
identified as state sponsors of terrorism.

2. Please revise the next paragraph to disclose that Cuba also is
identified by the U.S. State Department as a state sponsor of
terrorism.

3. In the last sentence of the last paragraph on page 21 you
state:
"In addition, the Department`s investigation into our activities
with
respect to Iran, Cuba and Syria may result in additional scrutiny
of
our activities with respect to other countries and other parties
that
are the subject of sanctions."  Please advise us whether any of
the
other countries to which you refer are countries identified by the
State Department as state sponsors of terrorism.  If so, please
describe for us the activities and parties to which you refer.


*	*	*	*
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Lesli Sheppard, Senior Staff Attorney, at
(202)
551-3708 with any questions, or in her absence, Chris Edwards,
Special Counsel, at (202) 551-3767.

Sincerely,



Pamela A. Long
Assistant Director


cc:	Edward P. Tolley, III
	Igor Fert
	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, NY 10017

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Curtis S. Shaw, Esq.
Celanese Corporation
September 30, 2005
Page 3




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE